UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DECEMBER 12, 2000 (NOVEMBER 3, 2000)
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
PHH CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND 1-7797 52-0551284
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
6 SYLVAN WAY, PARSIPPANY, NJ 07054
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 973-428-9700
NOT APPLICABLE
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FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT
ITEM 5. OTHER EVENTS.
On November 3, 2000, PHH Corporation (the "Company") entered
into a Distribution Agreement in connection with the
establishment of a program for the offering of up to
$3,000,000,000 aggregate principal amount of fixed and floating
rate Medium-Term Notes (the "Notes") under the Company's shelf
Registration Statement on Form S-3 (Registration No. 333-46434)
(the "Registration Statement").
On November 6, 2000, the Company entered into an Indenture
(the "Indenture") and a Supplemental Indenture No. 1 (the
"Supplemental Indenture") with Bank One Trust Company, N.A., as
trustee.
Copies of the Distribution Agreement, the Indenture and the
Supplemental Indenture are included as Exhibits 1.0, 4.0 and
4.1 to this Report on Form 8-K, respectively. Forms of the
Floating Rate Note and Fixed Rate Note were filed as Exhibits
4(b)(i) and 4(b)(ii), respectively, to the Registration
Statement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
1.0 Distribution Agreement, dated November 3, 2000,
among PHH Corporation, Credit Suisse First Boston
Corporation, Goldman Sachs & Co. and Merrill Lynch
& Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
4.0 Indenture, dated as of November 6, 2000, between
PHH Corporation and Bank One Trust Company,
N.A., as trustee.
4.1 Supplemental Indenture No. 1, dated as of November
6, 2000, between PHH Corporation and Bank One
Trust Company, N.A., as trustee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PHH Corporation
(Registrant)
Date: December 12, 2000 By: /s/ Eric J. Bock
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Eric J. Bock
Senior Vice President - Law
& Corporate Secretary
EXHIBIT INDEX
Exhibit
No. Description
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1.0 Distribution Agreement, dated November 3, 2000, among PHH
Corporation, Credit Suisse First Boston Corporation, Goldman
Sachs & Co. and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated.
4.0 Indenture, dated as of November 6, 2000, between PHH Corporation
and Bank One Trust Company, N.A., as trustee.
4.1 Supplemental Indenture No. 1, dated as of November 6, 2000,
between PHH Corporation and Bank One Trust Company, N.A., as
trustee.
